FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
450,
5th Street
Washington,
D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of February, 2006.
The
Toronto-Dominion Bank
(Translation
of registrant's name into English)
c/o
General Counsel’s Office
P.O.
Box 1, Toronto Dominion Centre,
Toronto,
Ontario, M5K 1A2
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If
"Yes" is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g3-2(b): 82-
FORM
6-K
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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THE
TORONTO-DOMINION BANK
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DATE: February
23, 2006
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By:
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/s/
Rasha El Sissi
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Name:
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Rasha
El Sissi
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Title:
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Associate
Vice President, Legal
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TD
Bank Financial Group Commits to Purchase 15 million shares of
TD
AMERITRADE Common Stock
TD
AMERITRADE agrees to open market purchase in lieu of tender
offer
TORONTO,
Ontario and OMAHA, Neb., February 22, 2006: TD
Bank
Financial Group (TDBFG) (TSX/NYSE: TD) and TD AMERITRADE Holding Corporation
(NASDAQ: AMTD) today announced that TDBFG has committed to purchase at least
15
million shares of TD AMERITRADE common stock by Aug. 22, 2006.
TDBFG
intends to establish one or more stock trading plans in accordance with U.S.
Securities Exchange Act Rule 10b5-1 and make all purchases in the open market,
including purchases through block trades, in compliance with U.S. Securities
Exchange Act Rule 10b-18. As a result of this commitment, the directors on
TD
AMERITRADE’s board that are not designated by TDBFG have agreed to accept open
market purchases in lieu of TDBFG’s obligation to effect a tender
offer.
The
existing stockholders agreement governing TDBFG’s investment in TD AMERITRADE
required TDBFG to commence a tender offer to acquire shares of TD AMERITRADE
common stock at a price of not less than US$16 per share. At announcement,
this
represented a premium to the market price for TD AMERITRADE common stock
but at
the current market price offers no economic value to shareholders.
TDBFG’s
purchase commitment will replace its tender offer obligation under the
stockholders agreement, and the parties to the stockholders agreement have
entered into an amendment reflecting this change. TDBFG will purchase at
least
7.5 million shares pursuant to the regular daily volume limitation under
Rule
10b-18 of 25 percent of TD AMERITRADE’s average daily trading volume (measured
in accordance with Rule 10b-18), as opposed to the once-a-week “block purchase”
exception permitted by Rule 10b-18.
In
connection with the announcement of its purchase commitment, TDBFG also
reaffirms its current intention to reach an ownership level of 37.5 percent
of
the outstanding TD AMERITRADE common stock by January 2007.This would require
the acquisition of approximately 30 million shares including the 15 million
shares TDBFG has committed to purchase.
About
TD AMERITRADE Holding Corporation
TD
AMERITRADE Holding Corporation, through its brokerage subsidiaries, provides
a
dynamic balance of investment products and services that fits the changing
needs
of investors. The
Company’s full spectrum of services for the individual investor include a
leading active trader program and long-term investor solutions, including
a
national branch system, as well as relationships with one of the largest
networks of independent registered investment advisors. The
Company’s common stock trades under the ticker symbol AMTD. For more
information, please visit www.amtd.com.
About
TD Bank Financial Group
The
Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. TD Bank Financial Group serves more than 14 million customers
in four key businesses operating in a number of locations in key financial
centres around the globe: Canadian Personal and Commercial Banking including
TD
Canada Trust; Wealth Management including TD Waterhouse and an investment
in TD
Ameritrade; Wholesale Banking, including TD Securities; and U.S. Personal
and
Commercial Banking through TD Banknorth. TD Bank Financial Group also ranks
among the world's leading on-line financial services firms, with more than
4.5
million on line customers. TD Bank Financial Group had CDN$365 billion in
assets, as of October 31, 2005. The Toronto-Dominion Bank trades on the Toronto
and New York Stock Exchanges under the symbol "TD".
This
press release contains forward-looking statements within the meaning of U.S.
and
Canadian securities laws. All such statements are made pursuant to the “safe
harbour” provisions of the United States Private Securities Litigation Reform
Act of 1995 and in any applicable Canadian securities legislation. Such
statements may include, but are not limited to, statements relating to TD
Bank
Financial Group's plans, objectives, expectations and intentions and other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "will," "should," "may," and other similar expressions.
Such
statements are based upon the current beliefs and expectations of TD Bank
Financial Group's management and involve a number of significant risks and
uncertainties. Actual results may differ materially from the results anticipated
in these forward-looking statements. The following factors, among others,
could
cause or contribute to such material differences: the credit, market, liquidity,
interest rate, operational, reputational,
insurance
and
other risks discussed in the management discussion and analysis section
in
other
regulatory filings made in Canada and with the SEC,
including the Bank’s 2005 Annual Report.
The
preceding list is not exhaustive of all possible factors. Other factors could
also adversely affect the Bank’s results. For more information see the
discussion starting on page 56 of the
Bank’s 2005 Annual Report.
All
such factors should be considered carefully when making decisions with respect
to the Bank, and undue reliance should not be placed on the Bank’s
forward-looking statements. These forward-looking statements speak only as
of
the date on which the statements were made. We undertake no obligation to
update
or revise publicly any forward-looking statements, whether as a result of
new
information, future events or otherwise.
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For
further information:
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TD
Ameritrade
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TD
Ameritrade
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For
Media:
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For
Investors:
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Katrina
Becker
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Tim
Nowell
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Director,
Corporate Communications
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Director,
Investor Relations
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(402)
597-8485
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(402)
597-8440
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kbecker@ameritrade.com
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tnowell@ameritrade.com
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TDBFG
Investor Relations:
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TDBFG
Media relations:
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For
Investors:
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For
Media:
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Scott
Lamb
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Dianne
Salt
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416-982-5075
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416-308-6807
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